SEPARATION AGREEMENT AND GENERAL RELEASE
                    ----------------------------------------
     THIS  SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter "AGREEMENT") is
made  and  entered into by and between Jeffrey Janicik ("JANICIK") and SpaceDev,
Inc.  ("EMPLOYER"),  and  inures  to  the benefit of each of EMPLOYER's current,
former  and  future  parents,  subsidiaries,  related entities, employee benefit
plans  and  their  fiduciaries,  predecessors,  successors, officers, directors,
shareholders,  agents,  employees  and  assigns.

                                    RECITALS
                                    --------

     A.  JANICIK  has  been, for a period of time, an employee of EMPLOYER, most
recently  as  its  Director  of  Engineering;

     B.  JANICIK  has  tendered  his  resignation  as an employee with EMPLOYER,
effective  on  June 18, 2004 (referred to herein as the "Resignation Date"), and
EMPLOYER  has agreed to accept JANICIK's resignation upon its tender, subject to
the  terms  and  conditions  set  forth  herein;

     C.  JANICIK  has  agreed to remain a consultant to EMPLOYER with additional
compensation  as  outlined herein, until October 1, 2004, or as further extended
by  mutual  consent  between  EMPLOYER  and  JANICIK;

     D.  JANICIK  has  agreed  that,  beginning  on June 21, 2004 and continuing
through  October  1,  2004 (the "Transition Period"), he will perform transition
support  for EMPLOYER, on a fee for consulting basis, according to the following
schedule:  Minimum on-site support of sixteen (16) hours/week, during the normal
workday,  unless  waived  by the Vice President of Engineering, or his designee,
for  any  given  week.  JANICIK  understands  that  all rights and privileges of
employment  with  EMPLOYER  shall  cease  on  June  18, 2004, including, but not
limited  to,  any and all vesting of granted stock options. JANICIK will receive
$100  per  hour  for his consulting services hereunder, subject to the terms and
conditions  hereof;

     E.  JANICIK  and EMPLOYER wish permanently to resolve any and all potential
disputes  arising  out of JANICIK's employment with EMPLOYER or the cessation of
that  employment.

NOW,  THEREFORE, for and in consideration of the execution of this AGREEMENT and
the mutual covenants contained in the following paragraphs, EMPLOYER and JANICIK
agree  as  follows:

1.   INCORPORATION  OF  RECITALS. The Recitals and identification of the parties
     to,  and  beneficiaries of, this AGREEMENT are incorporated by reference as
     though  fully  set  forth  herein.

PAGE

2.   NO  ADMISSION  OF  LIABILITY.  The  parties  agree that this AGREEMENT, and
     performance of the acts required by it, does not constitute an admission of
     liability, culpability, negligence or wrongdoing on the part of anyone, and
     will  not  be  construed  for  any  purpose  as  an admission of liability,
     culpability,  negligence  or  wrongdoing by any party and/or by any party's
     current,  former  or  future  parents,  subsidiaries,   related   entities,
     predecessors,  successors,  officers,   directors,   shareholders,  agents,
     employees  and  assigns.

3.   SEPARATION  BENEFIT.  EMPLOYER  agrees  that,  upon this AGREEMENT becoming
     effective  (as  defined in Section 31, herein), it will extend the exercise
     period  of  JANICIK  options  on EMPLOYER common stock options as specified
     herein.

4.   DUTIES  DURING  TRANSITION  PERIOD.  JANICIK agrees to use his best efforts
     during  the  Transition  Period  to  assist  EMPLOYER in: 1) support of key
     meetings  with  Space Dynamics Laboratories and the Missile Defense Agency,
     including  but  not  limited to preparation of meeting materials and actual
     participation  in the meetings with minimum on-site support of sixteen (16)
     hours/week,  during the normal workday, unless waived by the Vice President
     of  Engineering,  or  his  designee, for any given week; 2) preparation and
     review  of  program  documentation,   including,   but   not   limited   to
     participation  in  laying  out  the  document  content and reviewing design
     documentation  and  systems  engineering  plans;  3)  active  and  detailed
     preparation  and review of the MDA proposal, including, but not limited to,
     participation  and  preparation of the costing volume and technical volume;
     4)  participation  in  and  organization for the SFR on September 15, 2004;
     and,  5)  assisting  EMPLOYER  in  such  other  areas  and  manners  as are
     reasonably  requested.

5.   AT-WILL  AND  CONSULTING  STATUS.  Nothing in this AGREEMENT is intended to
     modify  the  at-will  nature  of  JANICIK's  employment with EMPLOYER on or
     before  June  18, 2004. Nothing in this AGREEMENT is intended to modify the
     consulting  nature  of  JANICIK's relationship with EMPLOYER after June 18,
     2004.

6.   WAGES AND VACATION TIME PAID. JANICIK acknowledges that he will receive any
     accrued  vacation  upon  termination  of  employment  on   June   18,  2004
     ("Termination  Date")  and  will  not  be  eligible  for  such benefit as a
     consultant to EMPLOYER. JANICIK agrees that he will cease accruing vacation
     and/or  paid  time  off  (PTO)  effective  June  18,  2004.

7.   RESIGNATION  SCRIPT.  During  the  Transition Period, the parties will work
     cooperatively  on the preparation of resignation scripts to use by EMPLOYER
     and  JANICIK  to describe JANICIK's separation from EMPLOYER, which scripts
     shall  be  used  following  the  Resignation  Date.

8.   REFERENCE  REQUESTS. EMPLOYER agrees that if it is contacted by prospective
     employers  of  JANICIK  without  prior notice from JANICIK of such contact,
     EMPLOYER  will  only  release information concerning the dates of JANICIK's
     employment  and  the  last  position  held,  and will state that EMPLOYER's
     company  policy  is  to  release  only  such information. In the event that
     JANICIK  provides  EMPLOYER with advance notice of a prospective employer's
     request  for  a  reference,  EMPLOYER will respond to the reference request
     according  to  the  mutually-acceptable  resignation  script  described  in
     Section  7,  above.

PAGE

9.   OPTION  EXERCISE  PERIOD.  In addition to the Separation Benefit, described
     above  in  Section  3 and as further consideration for the Releases granted
     herein, JANICIK shall be permitted to extend the expiration date on options
     for  77,494  shares  (the  "Extended  Options") from ninety (90) days after
     Termination  Date  to  the  earlier  of  (i)  eighteen (18) months from his
     resignation  as  a  consultant to EMPLOYER, or (ii) the original expiration
     date  of  the  option  (the  "Extended  Expiration Date"), subject to Board
     approval  and  contingent upon EMPLOYER being awarded Task Order #2 for the
     MDA project. Notwithstanding the foregoing, if EMPLOYER is not awarded Task
     Order  #2  for  the  MDA project through no fault of JANICIK, i.e., JANICIK
     used  his  best  efforts  to  assist  EMPLOYER  in obtaining Task Order #2,
     EMPLOYER shall extend the expiration date on options for 77,494 shares from
     ninety  (90)  days  after Termination Date to the earlier of (i) sixty (60)
     days  from  notification  by MDA to EMPLOYER that Task Order #2 will not be
     awarded, or (ii) the original expiration date of the option. Any portion of
     the  Extended Options not purchased at the Extended Expiration Date will be
     forfeited.  All  other  options  held  by JANICIK as of June 18, 2004 shall
     cease  to  vest  as of that date. JANICIK understands and acknowledges that
     the  Extended  Options  will  no  longer  be  eligible for preferential tax
     treatment  as  Incentive  Stock  Options  (ISOs)  under  Section 422 of the
     Internal  Revenue  Code  of  1986, as amended, with respect to any exercise
     occurring after the Resignation Date, and he will be taxed upon exercise of
     the  Extended  Options  after  such  date as though they had been issued as
     Non-Qualified  Stock  Options  (NQLs).

10.  PROMISE TO NOT SOLICIT EMPLOYEES OF EMPLOYER. JANICIK acknowledges that due
     to  the  position  he  has  occupied and the responsibilities he has had at
     EMPLOYER,  he  has  knowledge of employees and employee skills of EMPLOYER.
     JANICIK  hereby  promises  and  agrees that he will not solicit, attract or
     hire  employees  of  EMPLOYER  or  in  any  way  solicit,  attract  or hire
     employees, directly or indirectly, away from EMPLOYER to any other position
     or employer, or instruct anyone else to solicit, attract or hire employees,
     directly or indirectly, away from EMPLOYER. JANICIK agrees that a violation
     by  him  of  the  foregoing obligation will constitute a material breach of
     this  AGREEMENT.  JANICIK  specifically  confirms  that he will continue to
     comply  with the terms of this provision for a period of two (2) years from
     the  termination  of his consulting AGREEMENT with EMPLOYER. JANICIK agrees
     that it would be difficult to compensate EMPLOYER fully for damages for any
     violation  of this provision. Accordingly, JANICIK specifically agrees that
     EMPLOYER  shall be entitled to temporary and permanent injunctive relief to
     enforce  the  provisions  of this Agreement. This provision with respect to
     injunctive  relief  shall  not,  however, diminish the right of EMPLOYER to
     claim  and  recover  damages  in  addition  to  injunctive  relief.

11.  EQUIPMENT  &  MATERIALS.  JANICIK  will  return  all  property of Employer,
     including  keys,  credit  cards, books, manuals, records, notes, contracts,
     customer lists, passwords, access to electronic newsletters, website tools,
     proprietary  matter,  documents  (in electronic, hard copy or other media),
     copies  of  any  of  the  foregoing, and any equipment furnished to JANICIK
     during  his  employment to EMPLOYER on October 1, 2004 or such earlier date
     mutually  agreed  to  between  JANICIK  and  EMPLOYER  in  writing.

PAGE

12.  JANICIK'S  GENERAL  RELEASE.  JANICIK  for  himself,  his heirs, executors,
     administrators,  assigns  and  successors,  fully  and forever releases and
     discharges  EMPLOYER  and  each  of its current, former and future parents,
     subsidiaries,  related  entities,   employee   benefit   plans   and  their
     fiduciaries,  predecessors,  successors, officers, directors, shareholders,
     agents,  employees and assigns (collectively, "Releasees"), with respect to
     any and all claims, liabilities and causes of action, of every nature, kind
     and  description,  in law, equity or otherwise, which have arisen, occurred
     or  existed  at any time prior to the signing of this AGREEMENT, including,
     without  limitation,  any  and all claims, liabilities and causes of action
     arising  out  of  or  relating to JANICIK's employment with EMPLOYER or the
     cessation  of that employment. In the event that this AGREEMENT is executed
     by  JANICIK  prior  to  the  Resignation  Date,  JANICIK agrees that on the
     Resignation  Date  he  will sign the document entitled "Restated Waiver and
     General  Release,"  attached hereto as Exhibit "A," and incorporated herein
     as  a  material  part of this AGREEMENT. In the event that JANICIK does not
     sign  Exhibit  A,  EMPLOYER  will  not  be obligated to extend the exercise
     period  for  the  vested  options  previously  granted  to  JANICIK.

13.  KNOWING WAIVER OF EMPLOYMENT-RELATED CLAIMS. JANICIK understands and agrees
     that,  with the exception of potential employment-related claims identified
     below, he is waiving any and all rights he may have had, now has, or in the
     future  may  have,  to  pursue  against  any  of  the Releasees any and all
     remedies  available  to  him under any employment-related causes of action,
     including  without  limitation,  claims  of  wrongful  discharge, breach of
     contract,  breach  of  the  covenant of good faith and fair dealing, fraud,
     violation  of  public  policy, defamation, discrimination, personal injury,
     physical  injury,  emotional  distress, claims under Title VII of the Civil
     Rights  Act  of 1964, as amended, the Age Discrimination in Employment Act,
     the  Americans  With  Disabilities Act, the Federal Rehabilitation Act, the
     Family  and  Medical  Leave Act, the California Fair Employment and Housing
     Act,  the  California  Family  Rights  Act,  the Equal Pay Act of 1963, the
     provisions  of  the  California  Labor Code and any other federal, state or
     local laws and regulations relating to employment, conditions of employment
     (including wage and hour laws) and/or employment discrimination. Claims not
     covered  by  the  release  provisions  of this AGREEMENT are (i) claims for
     unemployment  insurance  benefits,  and  (ii)  claims  under the California
     Workers'  Compensation  Act.

14.  WAIVER OF CIVIL CODE SEC. 1542. JANICIK expressly waives any and all rights
     and  benefits  conferred  upon him by Section 1542 of the Civil Code of the
     State  of  California,  which  states  as  follows:

          "A  GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE,  WHICH  IF  KNOWN  BY  HIM  MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT  WITH  THE  DEBTOR."

     JANICIK  expressly  agrees  and  understands  that the Release given by him
     pursuant  to  this  AGREEMENT  applies  to  all  unknown,  unsuspected  and
     unanticipated  claims,  liabilities and causes of action, which he may have
     against  EMPLOYER.

15.  EMPLOYER'S  RELEASE.  As of the date of this AGREEMENT, EMPLOYER for itself
     and  each  of its current, former and future parents, subsidiaries, related
     entities,  employee  benefit  plans  and  their  fiduciaries, predecessors,
     successors,  officers,  directors,  shareholders,  agents,  employees   and
     assigns,  fully  and  forever  releases  and discharges JANICIK, his heirs,
     executors,  administrators, assigns and successors, with respect to any and
     all  claims,  liabilities  and  causes of action, of every nature, kind and
     description,  in  law, equity or otherwise, by EMPLOYER, including, without
     limitation,  any  and  all claims, liabilities and causes of action arising
     out  of  or relating to JANICIK's employment with EMPLOYER or the cessation
     of  that  employment.  Notwithstanding  the  foregoing,  EMPLOYER  does not
     release  any  claims  it  may  have  against JANICIK for fraud, intentional
     misconduct  or  breach of EMPLOYER's confidential information or for breach
     of JANICIK's fiduciary duty as an officer and/or director of EMPLOYER prior
     to  or  following  the  date of this Agreement, which has damaged EMPLOYER.

PAGE

16.  SEVERABILITY OF RELEASE PROVISIONS. The parties agree that if any provision
     of  the  releases  given  by  them  under  this  AGREEMENT  is  found to be
     unenforceable,  it  will  not  affect  the  enforceability of the remaining
     provisions  and  the  courts  may  enforce  all remaining provisions to the
     extent  permitted  by  law.

17.  PROMISE TO REFRAIN FROM SUIT OR ADMINISTRATIVE ACTION. JANICIK promises and
     agrees  that  he  will never sue EMPLOYER or any of the other Releasees, or
     otherwise  institute  or  participate  in  any  legal  proceedings  against
     EMPLOYER  or  any of the other Releasees, with respect to any claim covered
     by  the  release provisions of this AGREEMENT, including but not limited to
     claims arising out of JANICIK's employment with EMPLOYER or the termination
     of  that  employment,  unless  he  is  compelled by legal process to do so.
     JANICIK  also  represents  and warrants that he does not believe he has the
     basis  to  file,  nor  does he intend to file, any charge or claim with any
     administrative  agency,  including  the  United  States  Equal   Employment
     Opportunity Commission and the California Department of Fair Employment and
     Housing,  as  of  the Termination Date. This provision is not applicable to
     possible  events  occurring  after  cessation  of  employment.

18.  PROMISE TO REFRAIN FROM ASSISTING IN SUIT OR ADMINISTRATIVE ACTION. JANICIK
     promises  and  agrees  that he shall not advocate or incite the institution
     of,  or  assist  or  participate  in,  any  suit,  complaint,   charge   or
     administrative  proceeding  by  any other person against EMPLOYER or any of
     the  other  Releasees,  unless  compelled  by  legal  process  to  do  so.

19.  CONFIDENTIALITY  OF  AGREEMENT.  JANICIK  promises  and agrees that, unless
     compelled  by  legal  process, he will not disclose to others and will keep
     confidential  both  the  fact of and the terms of this AGREEMENT, including
     the  amounts  referred  to  herein,  except  that  he  may  disclose   this
     information  to  his attorneys, accountants and other professional advisors
     to  whom  the  disclosure is necessary to accomplish the purposes for which
     JANICIK  has  consulted  such  professional  advisors.  JANICIK   expressly
     promises  and  agrees  that, unless compelled by legal process, he will not
     disclose  to  any  present  or former employees of EMPLOYER the fact or the
     terms  of  this  settlement.

20.  PROMISE TO MAINTAIN CONFIDENTIALITY OF EMPLOYER'S CONFIDENTIAL INFORMATION.
     JANICIK  acknowledges  that  due  to  the  position he has occupied and the
     responsibilities  he  has  had  at  EMPLOYER,  he has received confidential
     information  concerning  EMPLOYER's products, procedures, customers, sales,
     prices,  contracts,  and the like. JANICIK hereby promises and agrees that,
     unless  compelled by legal process, he will not disclose to others and will
     keep  confidential  all  information  he  has  received  while  employed by
     EMPLOYER  concerning  its  products  and  procedures, the identities of its
     customers,  sales,  prices,  the  terms  of any of its contracts with third
     parties,  and  the  like.  JANICIK  agrees  that  a violation by him of the
     foregoing  obligation  to  maintain  the  confidentiality   of   EMPLOYER's
     confidential  information  will  constitute  a  material  breach   of  this
     AGREEMENT.  JANICIK  specifically  confirms that he will continue to comply
     with  the  terms  of  the EMPLOYER's proprietary information and inventions
     policy.  JANICIK  agrees  that it would be difficult to compensate EMPLOYER
     fully for damages for any violation of this provision. Accordingly, JANICIK
     specifically  agrees  that  EMPLOYER  shall  be  entitled  to temporary and
     permanent  injunctive  relief  to enforce the provisions of this Agreement.
     This  provision  with  respect  to  injunctive  relief  shall not, however,
     diminish  the right of EMPLOYER to claim and recover damages in addition to
     injunctive  relief.

PAGE

21.  INTEGRATED AGREEMENT. The parties acknowledge and agree that no promises or
     representations  were  made  to them which do not appear written herein and
     that  this  AGREEMENT  contains  the entire agreement of the parties on the
     subject  matter  thereof.  The  parties  further acknowledge and agree that
     parol  evidence  shall  not  be  required  to  interpret  the intent of the
     parties.  In  the  event  that  this  AGREEMENT conflicts with any previous
     employment  related  agreements between JANICIK and EMPLOYER, the terms and
     conditions  of  this  AGREEMENT  shall  prevail.

22.  VOLUNTARY EXECUTION. The parties hereby acknowledge that they have read and
     understand this AGREEMENT and that they sign this AGREEMENT voluntarily and
     without  coercion.

23.  WAIVER,  AMENDMENT AND MODIFICATION OF AGREEMENT. The parties agree that no
     waiver,  amendment  or  modification  of any of the terms of this AGREEMENT
     shall  be effective unless in writing and signed by all parties affected by
     the  waiver, amendment or modification. No waiver of any term, condition or
     default of any term of this AGREEMENT shall be construed as a waiver of any
     other  term,  condition  or  default.

24.  REPRESENTATION  BY  COUNSEL.  The  parties represent that they have had the
     opportunity  to be represented in negotiations for, and the preparation of,
     this AGREEMENT by counsel of their own choosing, and that they have entered
     into  this AGREEMENT based upon their own judgment and not in reliance upon
     any  representations  or promises made by the other party, other than those
     contained  within  this AGREEMENT. The parties further agree that if any of
     the  facts  or  matters  upon  which they now rely in making this AGREEMENT
     hereafter  prove to be otherwise, this AGREEMENT will nonetheless remain in
     full  force  and  effect.

25.  CALIFORNIA  LAW.  The parties agree that this AGREEMENT and its terms shall
     be  construed  under  California  law.

26.  AGREEMENT  TO  ARBITRATE  CLAIMS  ARISING FROM AGREEMENT. The parties agree
     that  if any dispute arises concerning interpretation and/or enforcement of
     the  terms  of  this  AGREEMENT,  said dispute shall be resolved by binding
     arbitration  conducted  in  San  Diego,  California  in accordance with the
     American  Arbitration  Association's  National  Rules for the Resolution of
     Employment  Disputes, then in effect ("AAA's National Rules"). In the event
     that  such  a  dispute  arises,  counsel  for  both parties will attempt to
     jointly  select  an arbitrator. If unable to do so, the procedures outlined
     in  the  AAA's  National  Rules  shall  govern.

27.  DRAFTING.  The parties agree that this AGREEMENT shall be construed without
     regard  to  the  drafter  of the same and shall be construed as though each
     party  to  this  AGREEMENT  participated  equally  in  the  preparation and
     drafting  of  this  AGREEMENT.

PAGE

28.  COUNTERPARTS.  This  AGREEMENT  may  be  signed  in  counterparts  and said
     counterparts  shall  be  treated  as  though  signed  as  one  document.

29.  PERIOD  TO  CONSIDER  TERMS  OF  AGREEMENT.  JANICIK acknowledges that this
     AGREEMENT  was presented to him on June 17, 2004 and that he is entitled to
     have 21 days' time in which to consider the AGREEMENT. JANICIK acknowledges
     that  he  has  obtained  or  had  the  opportunity to obtain the advice and
     counsel  from  the  legal  representative  of  his choice and executes this
     AGREEMENT  having  had  sufficient time within which to consider its terms.
     JANICIK  represents  that if he executes this AGREEMENT before 21 days have
     elapsed,  he  does so voluntarily, upon the advice and with the approval of
     his  legal  counsel,  and  that  he  voluntarily  waives  any  remaining
     consideration  period.

30.  REVOCATION  OF  AGREEMENT.  JANICIK  understands  that after executing this
     AGREEMENT,  he  has  the right to revoke it within seven (7) days after his
     execution  of  it.  JANICIK understands that this AGREEMENT will not become
     effective and enforceable unless the seven-day revocation period passes and
     JANICIK  does not revoke the AGREEMENT in writing. JANICIK understands that
     this AGREEMENT may not be revoked after the seven-day revocation period has
     passed.  JANICIK  understands that any revocation of this AGREEMENT must be
     made  in  writing and delivered to EMPLOYER at 13855 Stowe Drive, Poway, CA
     92064,  within  the  seven-day  period.

31.  EFFECTIVE  DATE. This AGREEMENT shall become effective and binding upon the
     parties  eight (8) days after JANICIK's execution hereof, so long as he has
     not  revoked  it  within  the  time  period  and in the manner specified in
     paragraph  29,  above.


        July 22, 2004                                        /S/ Jeffrey Janicik
Dated:  ------------------------------                     ---------------------
                                                                 JEFFREY JANICIK

                                                                 SPACEDEV,  INC.

        July 18, 2004                                     /S/ Richard B. Slansky
Dated:  ------------------------------                     ---------------------
                                                        By: Richard  B.  Slansky
                                                       Chief  Financial  Officer

PAGE
                                   EXHIBIT "A"

                       RESTATED WAIVER AND GENERAL RELEASE
                       -----------------------------------

     This  Restated  Waiver  and  General  Release  (the  "Restated Release") is
executed by JEFFREY JANICIK ("JANICIK"), for the benefit of his former employer,
SpaceDev,  Inc.  ("Employer"),  and  is  intended  to  be a material part of the
consideration  proffered  by JANICIK and received by Employer under that certain
Separation  Agreement  and  General  Release  (the  "Release  Agreement").

     A.  JANICIK  executed  the  Release  Agreement  on  June  18,  2004;

     B.  The  Resignation  Date  (as  defined in the Release Agreement) occurred
after  JANICIK's  execution  of  the  Release  Agreement;

     C.  Pursuant  to  Section  12  of  the Release Agreement, JANICIK agreed to
execute  this  Restated Release, under the circumstances described in Recital B.

     NOW  THEREFORE,  in  exchange  for  his continued receipt of the Separation
Benefit  (as  described  in  the  Release  Agreement),  JANICIK  reaffirms  and
represents  as  follows:

     1.  JANICIK  for himself, his heirs, executors, administrators, assigns and
successors,  fully  and forever releases and discharges Employer and each of its
current,  former  and  future  parents, subsidiaries, related entities, employee
benefit  plans  and   their  fiduciaries,  predecessors,  successors,  officers,
directors,  shareholders,   agents,   employees   and   assigns   (collectively,
"Releasees"),  with  respect  to  any  and all claims, liabilities and causes of
action,  of  every  nature,  kind  and description, in law, equity or otherwise,
which  have arisen, occurred or existed at any time prior to the signing of this
Restated Release, including, without limitation, any and all claims, liabilities
and  causes  of  action  arising out of or relating to JANICIK's employment with
Employment  or  the  cessation  of  that  employment.

     2.  With the exception of potential employment-related claims identified in
the  Release  Agreement,  JANICIK is waiving any and all rights he may have had,
now  has,  or in the future may have, to pursue against any of the Releasees any
and all remedies available to him under any employment-related causes of action,
including  without limitation, claims of wrongful discharge, breach of contract,
breach  of  the  covenant  of  good  faith and fair dealing, fraud, violation of
public  policy,  defamation,  discrimination,  personal injury, physical injury,
emotional  distress, claims under Title VII of the Civil Rights Act of 1 964, as
amended,  the  Age  Discrimination  in  Employment  Act,  the   Americans   With
Disabilities  Act,  the Federal Rehabilitation Act, the Family and Medical Leave
Act,  the  California  Fair  Employment  and  Housing Act, the California Family
Rights  Act,  the  Equal Pay Act of 1963, the provisions of the California Labor
Code  and  any  other  federal,  state or local laws and regulations relating to
employment,  conditions  of  employment  (including  wage  and hour laws) and/or
employment  discrimination.

PAGE

     3.  JANICIK expressly waives any and all rights and benefits conferred upon
him  by  Section 1542 of the Civil Code of the State of California, which states
as  follows:

          "A  GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE,  WHICH  IF  KNOWN  BY  HIM  MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT  WITH  THE  DEBTOR."

JANICIK  expressly agrees and understands that the Release given by him pursuant
to  this  Restated Release applies to all unknown, unsuspected and unanticipated
claims,  liabilities and causes of action, which he may have against Employer or
any  of  the  other  Releasees.

     4.  JANICIK  represents  and warrants that, as of the date he executes this
Restated  Release,  he  does  not  believe he has the basis to file, nor does he
intend  to  file,  any charge or claim with any administrative agency, including
the  United  States  Equal  Employment Opportunity Commission and the California
Department  of  Fair  Employment  and  Housing,  regarding  his  employment with
Employer,  or  the  cessation  of  that  employment.


          July 22, 2004                  /s/ Jeffrey Janicik
Dated:  ------------------------   By:  ---------------------------------------
                                        JEFFREY  JANICIK